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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (date of earliest event reported):
February 27, 2026
FIRST FOUNDATION INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
001-36461 |
20-8639702 |
(State
or other jurisdiction of
incorporation or organization) |
(Commission
File Number) |
(I.R.S.
Employer Identification
Number) |
5221 North O’Connor
Boulevard, Suite 1375
Irving, Texas 75309
(Address of principal
executive offices and zip code)
(469) 638-9639
(Registrant’s telephone number, including
area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on which registered |
| Common Stock, $.001 Par Value |
|
FFWM |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR
§ 230.405) or 12b-2 of the Exchange Act of 1934 (17 CFR § 240.12b-2).
Emerging growth company
¨
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07 Submission of Matters to a Vote of
Security Holders.
First Foundation Inc. (“First
Foundation”) held a special meeting of stockholders on February 27, 2026 (the “First Foundation special meeting”). At
the First Foundation special meeting, the following four proposals were considered:
| · | Proposal 1: a proposal to adopt the Agreement and Plan of Merger, dated as of October 27,
2025, by and between First Foundation and FirstSun Capital Bancorp (“FirstSun”), as it may be amended from time to time (the
“merger agreement”), under which First Foundation will merge with and into FirstSun (the “merger”), and to approve
the consummation of the transactions contemplated thereby (the “First Foundation merger proposal”); |
| · | Proposal 2: a proposal to approve, on a non-binding, advisory basis, the compensation that
may be paid or become payable to the named executive officers of First Foundation that is based on or otherwise relates to the merger
(the “First Foundation merger compensation proposal”); |
| · | Proposal 3: a proposal to adjourn the First Foundation special meeting, if necessary or
appropriate, to permit further solicitation of proxies in favor of the First Foundation merger proposal (the “First Foundation adjournment
proposal”); and |
| · | Proposal 4: a proposal to approve, on a non-binding, advisory basis, an amendment to FirstSun’s
certificate of incorporation to (1) increase the number of authorized shares of FirstSun’s common stock and (2) to create a class
of FirstSun non-voting common stock (the “First Foundation amendment proposal”). |
Each proposal considered and
voted on was approved by the requisite vote of First Foundation’s stockholders. The final voting results for the First Foundation
merger proposal, the First Foundation merger compensation proposal and the First Foundation amendment proposal are presented below. Because
a quorum was present at the special meeting and the First Foundation merger compensation proposal received the requisite vote needed for
approval, a vote on the First Foundation adjournment proposal was withdrawn and not called. For more information on each of these proposals,
see the definitive joint proxy statement/prospectus filed by First Foundation with the U.S. Securities and Exchange Commission (the “SEC”)
on January 15, 2026, as supplemented by the supplement to joint proxy statement/prospectus filed by First Foundation with the SEC on February
6, 2026.
Proposal 1: First Foundation merger proposal
| Votes For | |
Votes Against | |
Abstain | |
Broker Non-Votes |
| 63,026,154 | |
36,785 | |
52,655 | |
N/A |
Proposal 2: First Foundation merger compensation
proposal
| Votes For | |
Votes Against | |
Abstain | |
Broker Non-Votes |
| 61,420,708 | |
1,570,317 | |
124,569 | |
N/A |
Proposal 4: First Foundation amendment proposal
| Votes For | |
Votes Against | |
Abstain | |
Broker Non-Votes |
| 62,964,438 | |
94,736 | |
56,420 | |
N/A |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
FIRST FOUNDATION INC. |
| |
|
|
| Date: February 27, 2026 |
By: |
/s/ Jamie Britton |
| |
Name: |
Jamie Britton |
| |
Title: |
Chief Financial Officer |
